SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report January 15, 1997
AMBANC HOLDING CO., INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-27306 14-1783770
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(State or other jurisdiction (Commission File No.) IRS Employer
of incorporation) Identification No.)
11 Division Street, Amsterdam, New York 12010-4303
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(Adress of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 842-7200
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N/A
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
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On December 13, 1996, the Registrant issued the press release attached
hereto as Exhibit 99.1 announcing its intentions to commence a 10% stock
repurchase program and approval to open a new branch.
On December 23, 1996, the Registrant issued the press release attached
hereto as Exhibit 99.2 announcing the sale of loans and foreclosed real estate
and increased provisions for loan losses.
On January 13, 1997, the Registrant issued the press release attached
hereto as Exhibit 99.3 announcing the completion of 10% stock repurchase.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
The Exhibits referred to in Item 5 of this Report and listed on the
accompanying Exhibit Index are filed as part of this Report and are incorporated
herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
AMBANC HOLDING CO., INC.
Date: January 15, 1997 By: /s/ Robert J. Brittain
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Robert J. Brittain
President & Chief Executive Officer
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Exhibit Sequential
Number Description Page No.
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99.1 Press release dated December 13, 1996 5
99.2 Press release dated December 23, 1996 6
99.3 Press release dated January 13, 1997 8
FOR IMMEDIATE RELEASE
Contact:
Robert J. Brittain, President & C.E.O.
Telephone: (518) 842 - 7200
FAX: (518) 842 - 7500
AMBANC HOLDING CO., INC. ANNOUNCES STOCK REPURCHASE PROGRAM AND APPROVAL TO
OPEN NEW BRANCH
Amsterdam, N.Y., December 13, 1996 -- Robert J. Brittain, President & C.E.O. of
Ambanc Holding Co., Inc. (NASDAQ: AHCI) announced today the Company's intention
to repurchase up to 10%, or 488,002 shares, of its outstanding stock in the open
market during the next twelve months. The shares will be repurchased at
prevailing market prices from time to time during the repurchase period
depending on market conditions. The Company previously completed the repurchase
of 10% of its outstanding stock, or 544,225 shares, on August 6, 1996.
Mr. Brittain indicated that the Board of Directors approved the repurchase
program in view of the current price level of the Company's common stock and the
strong capital position of the Company's subsidiary, Amsterdam Savings Bank,
F.S.B. Mr. Brittain stated that "we believe that the repurchase of our shares
represents an attractive investment opportunity which will benefit the Company
and our stockholders. The repurchased shares will become treasury shares and
will be used for general corporate purposes."
Over the past three months, the Company's shares traded between $9.75 and
$11.00. At November 30, 1996, the Company had $505.3 million in assets,
stockholders' equity of $71.9 million, and 4,880,025 shares outstanding.
Mr. Brittain also announced that the Company's subsidiary, Amsterdam Savings
Bank, F.S.B., has received approval from its primary regulator to open a
traditional, full-service branch office to be located in the Schuyler Corners
Shopping Center, which is currently under construction at the intersection of
Routes 20 and 155 in the Town of Guilderland, Albany County, New York. With the
opening of this branch, the Bank will have two banking locations in Albany
County and a total of ten banking locations in the Capital Region of upstate New
York.
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FOR IMMEDIATE RELEASE
Contact:
Robert J. Brittain, President & C.E.O.
Telephone: (518)842-7200
Fax: (518)842-7500
Harold A. Baylor, Jr., Vice President & Treasurer
Telephone: (518)842-1445
Fax: (518)843-5501
AMBANC HOLDING CO., INC. ANNOUNCES THE SALE OF LOANS AND FORECLOSED REAL
ESTATE AND INCREASED PROVISIONS FOR LOAN LOSSES
Amsterdam, N.Y., December 23, 1996 -- Robert J. Brittain, President and Chief
Executive Officer of Ambanc Holding Co., Inc. (NASDAQ: AHCI), today announced
that the Company's subsidiary, Amsterdam Savings Bank, F.S.B., has entered into
agreements with investors for the sale of certain of the Bank's loans and
foreclosed real estate for approximately $20.2 million, at an average sales
price which represents approximately 74 % of the book value of the sold assets .
In addition, Brittain announced that the Bank also increased its provision for
loan losses relating to its lending relationship with the Bennett Funding Group
by $1.3 million, bringing the provision-to-date to $2.8 million, on a total loan
exposure of $3.6 million. The Bank has taken a total provision for loan losses
for the fourth quarter of 1996 of approximately $6.8 million as a result of the
loan sales, the additional provision related to Bennett and its most recent
review of the loan portfolio, which is performed on a regular basis.
In making the announcement, Mr. Brittain commented, "While these actions will
result in a charge to earnings and a loss for both the fourth quarter of 1996
and for the full-year of 1996, by selling the selected loans and foreclosed real
estate, the long-term benefits that should accrue from the sales will be in the
best interests of the Company and its shareholders and, therefore, outweigh the
one-time charge to earnings. It substantially reduces the Bank's
quality-of-assets problem at a reasonable cost and creates the strategic
flexibility so necessary for any business in today's highly competitive economic
environment. As we go forward, the investment return from the proceeds of the
sales will result in positive contributions to earnings."
Mr. Brittain stated further, "As a result of these actions, our balance sheet is
substantially improved and the transactions are major steps in returning the
Bank to full financial strength. We have been severely handicapped by our
non-performing assets (NPAs). They have limited our earnings, required
significant maintenance, and raised concerns from analysts and shareholders. We
have monitored the bulk sale market and now believe that it has improved
sufficiently to warrant the decision to sell in bulk versus continuing to
resolve the problems on an asset-specific basis. We expect future quarters to be
more profitable than they would have been without the sales. Additionally, with
these transactions, a considerable portion of the expense drag of the NPAs is
behind us." <PAGE>
Mr. Brittain pointed out that the sales achieve a meaningful reduction in the
level of credit risk in the Bank's portfolio. As a result of the sales, the
Bank's non-performing assets will be reduced to approximately $4.0 million from
approximately $18.0 million at September 30, 1996, thereby reducing the Bank's
ratio of non-performing assets to total assets to approximately 0.80% from 3.63%
at September 30, 1996.
At September 30, 1996, Ambanc Holding Co., Inc., which operates nine banking
locations in the Capital Region of upstate New York through its subsidiary bank,
had total assets of $496.5 million.
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FOR IMMEDIATE RELEASE
CONTACT:
Robert J. Brittain, President & Chief Executive Officer
Telephone: (518) 842-7200
Fax: (518) 842-7500
Harold A. Baylor, Jr., Vice President & Treasurer
Telephone: (518) 842-1445
Fax: (518) 843-5501
AMBANC HOLDING CO., INC. ANNOUNCES COMPLETION OF 10% STOCK REPURCHASE
Amsterdam, N.Y., January 13, 1997 -- Robert J. Brittain, President and Chief
Executive Officer of Ambanc Holding Co., Inc. (NASDAQ: AHCI), today announced
that the Company completed on December 27, 1996, the repurchase of 10% of the
Company's outstanding common stock, or 488,002 shares. With the completion of
this buy-back, the total number of shares outstanding as of December 31, 1996,
was reduced to 4,392,023 shares. The average price paid in the buy-back was
$11.75 per share.
The recently completed buy-back was the second repurchase completed by the
Company, which has now repurchased 1,032,227 shares for its treasury stock
account. The average price paid by the Company for the treasury shares, which
will be used for general corporate purposes, was $10.86.
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